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SoulPatts.com.au | Brickworks.com.au Merger of Soul Patts and Brickworks Creation of a new $14b ASX-listed company 2 June 2025 For personal use only
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2 TopCo to be governed by one Board and Executive Team with consistent corporate governance and capital allocation strategies Newly capitalised ASX-listed company to merge both Soul Patts and Brickworks Removal of the cross-shareholding will simplify the corporate structure, support additional shareholder liquidity and significantly expand free float TopCo Current Future Strong balance sheet to fund growth and new investment opportunities A transformative merger Soul Patts and Brickworks to be merged to create a leading ASX-listed company TopCo will be renamed Washington H. Soul Pattinson and Company Limited and will trade using the ASX ticker SOL For personal use only
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3 1. Full legal name and ACN of TopCo: First Services Company Ltd ACN 687 534 023. Full legal name and ACN of SubCo: Second Services Company Pty Ltd with ACN 687 536 545 2. Prior to the Implementation of the Schemes and based on the funding required, TopCo will issue at least 34m shares, which based on SOL’s share price $36.93 as at close of trading on 30 May 2025, is at least $1.25b. SOL may enter into derivative and hedging arrangements concerning TopCo shares, BKW shares and SOL shares and convertible bonds in connection with the implementation of the Proposed Merger and corporate structure generally 3. Based on SOL shares held by BKW of 94.3m and merger ratio of 0.82x applied to BKW shares held by SOL of 65.6m 4. VWAP is calculated based on market value traded on the ASX divided by the market volume traded on the ASX. VWAP is calculated from 30 April 2025 to 30 May 2025. Sourced from IRESS 5. VWAP is calculated based on market value traded on the ASX divided by the market volume traded on the ASX. VWAP is calculated from 28 February 2025 to 30 May 2025. Sourced from IRESS 6. As at 31 Jan 2025 7. Based on trading data as at 30 May 2025. Assumes c. 380m TopCo shares (post cancellation of cross holding and share issuance under TopCo capitalisation) trade at current SOL price ($36.93). Free float defined as percentage of a company’s issued share capital available for trading Transaction structure A new ASX-listed company (“TopCo”)1 has been established to acquire both Soul Patts (“SOL”) and Brickworks (“BKW”) The acquisitions of Soul Patts and Brickworks will each occur through inter-conditional Schemes of Arrangements (“Schemes”) Prior to Implementation, TopCo is expected to be capitalised with new equity2 Proposed Merger would remove ~148m shares currently cross-held between SOL and BKW3 SOL, BKW and new shareholders will own approximately 72%, 19% and 9% of the combined group respectively Scheme consideration SOL shareholders will receive 1 TopCo share for every 1 Soul Patts share held as at the Record Date BKW shareholders will receive 0.82 shares for every 1 Brickworks share held as at the Record Date (“Merger Ratio”) Based on SOL’s closing share price on $36.93, the Merger Ratio implies an offer value of $30.28 per BKW share. This represents for BKW shareholders a: – 10.1% premium to $27.51 being the closing price of BKW shares on 30 May 2025 – 11.9% premium to $27.07 being the 1-month VWAP of BKW shares on 30 May 20254 – 21.9% premium to $24.84 being the 3-month VWAP of BKW shares on 30 May 20255 – 16.6% premium to $25.97 being the post-tax Net Asset Value (NAV) per share6 Combined group Combined pro forma Net Asset Value of $13.1b Pro forma market capitalisation of $14.0b and free float of $12.6b7 Transaction overview Attractive transaction benefits to both SOL and BKW shareholders For personal use only
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4 Overview Proposed Merger would remove ~148m shares currently cross-held between SOL and BKW1 Prior to Scheme Completion, TopCo is expected to be capitalised with new equity2 to be used to cover a significant portion of outstanding Brickworks debt, other liabilities (including the Soul Patts convertible bond), and transaction costs (including stamp duty) Share issuance Today TopCo has received commitments for $550m of TopCo shares at nil discount to SOL’s last close of $36.93, fully underwritten by Aitken Mount Capital Partners as sole lead manager, conditional only on Scheme Implementation3 It is currently expected that the remaining new TopCo shares will be allocated as follows: – to satisfy demand created through a repurchase of any of the existing $450m SOL.AX Convertible Bonds for shares and to enable Convertible Bond investors to repay stock lending hedge arrangements 4; and – to enable a global investment bank to use those TopCo shares as a hedge to satisfy demand for a potential new security exchangeable into TopCo shares (an Exchangeable Note)5 It is not expected that there will be any other share issuances in addition to the new share issuances described above 6 1. Based on SOL shares held by BKW of 94.3m and merger ratio of 0.82x applied to BKW shares held by SOL of 65.6m 2. Prior to the Implementation of the Schemes and based on the funding required, TopCo will issue at least 34m shares, which based on SOL’s share price $36.93 as at close of trading on 30 May 2025, is at least $1.25b 3. 14.9m TopCo shares have been underwritten under the Placement by Aitken Mount Capital Partners at a nil discount to SOL’s last close of $36.93. Subject to Implementation under the Schemes occurring before the End Date for the Schemes 4. Shares will be issued to an Investment Bank to facilitate the transaction 5. Investment Bank may execute other hedge transactions or derivatives 6. Any repurchase of the Convertible Bonds, entry into derivatives and the issuance of the Exchangeable Note will be subject to, amongst other things, market conditions existing at the relevant time and terms of such transactions have not been agreed at the date of this announcement or as required due to employee share plan obligations. Soul Patts may enter into derivative and hedging arrangements concerning TopCo Shares, Brickworks shares and Soul Patts shares and convertible bonds in connection with the implementation of the Proposed Merger and corporate structure generally TopCo funding TopCo will be well-capitalised upon Scheme Implementation For personal use only
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Transaction details Soul Patts and Brickworks to be acquired by a newly capitalised ASX-listed company and merged under inter-conditional schemes of arrangement 5 Governance Upon implementation of the Proposed Merger, the board of TopCo is anticipated to comprise eight members: TopCo’s management team will be led by Todd Barlow Building Products will be governed by a dedicated subsidiary board Board recommendation The Proposed Merger is unanimously recommended by both the Directors of SOL and the Independent Directors of BKW, subject to: – The Independent Expert for the relevant company concluding, and continuing to conclude, that the Proposed Merger is in the best interests of SOL and BKW shareholders respectively – No superior proposal emerging Permitted dividends SOL intends to pay its FY25 final dividend in the ordinary course or just prior to Scheme Implementation BKW intends to pay a FY25 final dividend per BKW share equal to 0.82 multiplied by the SOL dividend in the ordinary course or just prior to Scheme Implementation Key approval and conditions Key conditions include: – Approval by the SOL and BKW shareholders of the relevant Share Scheme; – The Independent Experts concluding that the Schemes are in the best interests of SOL and BKW shareholders; – No prescribed events or material adverse changes occurring in respect of SOL or BKW; – Confirmation from the ATO that it is prepared to issue class rulings for shareholders and no communication to the effect that the ATO will not be prepared to issue a requested private binding tax ruling in relation to TopCo; and – Other conditions customary for a transaction of this nature Timing Dispatch of the scheme booklets to shareholders and the scheme meetings are expected to occur in Second Half 2025. Further timing updates will be provided as required • Rob Millner AO (Chair) • David Baxby • Tiffany Fuller • Joe Pollard • Todd Barlow • Malcolm Bundey • Bruce MacDiarmid • Josephine Sukkar AM For personal use only
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Simplified company structure The cross-shareholding will be removed, and TopCo will be capitalised with new shares 6 19% 72% 9% SOL BKW 19% 72% TopCo2 43% 26% SOL Shares issued as part of TopCo capitalisationBKW 1. Assumes conversion of outstanding options 2. Assumes 1 TopCo share issued for every SOL share and 0.82 TopCo shares issued for every BKW share. Assume at least 34m TopCo shares issued as part of TopCo capitalisation Past Cross-shareholding where SOL owns 43% of BKW and BKW owns 26% of SOL Future One single company with: Clean capital structure Greater free float Increased liquidity Cross held shares cancelled 380m SOI368m SOI 154m SOI 1 For personal use only
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A well-balanced portfolio TopCo investors will be exposed to a well diversified, high-quality portfolio spread across multiple asset classes $2.4b $2.2b $2.2b $1.2b $1.0b $13.1b TopCo Portfolio NAV (pre-tax)1 $3.9b SOL holding in Brickworks BKW property & dev. land BKW Building Products Strategic Investments2 Large listed companies with significant Soul Patts ownership Property2 Real-estate investments Large Caps Listed equities portfolio consisting of companies within the ASX200 Index Private Equity2 Investments in private companies Private Credit Investments in corporate loans, bonds, and structured credit investments Emerging Companies2 Ex-ASX200 listed equities and unlisted growth companies 30% 19% 17% 17% 9% 8% 1. As at 31 January 2025 2. Net Asset Value Adjustments include removal of $1,712m BKW holding from Strategic, $2,212m added to Property, $450m added to Private Equity, $34m added to Emerging Companies 7 For personal use only
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Free float and liquidity Removal of the cross-shareholding significantly increases shareholder liquidity 8 Pro forma free float adjusted market cap1 $4.2b $13.6b $14.0b BKW SOL TopCo pro forma $2.0b $8.4b $12.6b BKW SOL TopCo pro forma 1. Based on trading data as at 30 May 2025. Assumes c. 380m TopCo shares (post cancellation of cross holding and share issuance under TopCo capitalisation) trade at current SOL price $36.93. Pro forma market cap and free float adjusted market cap calculated based on 6-month average from 30 November 2024 to 30 May 2025 (inclusive). Sourced from Capital IQ 2. Ranking calculated based on 6-month average free float market capitalisation from 30 November 2024 to 30 May 2025 (inclusive). Sourced from Capital IQ TWE MGR ORI SOL VCX GPT NXT SGP SHL AIA TopCo CAR EVN ASX #60 #44 Free float adjusted market cap ($b)2 #140 BKW Pro forma market cap1 For personal use only
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Attractive financial outcomes Benefits to Soul Patts’ shareholders The Proposed Merger presents compelling benefits for SOL shareholders Generate pre- and post-tax NAV accretion (on a per share basis) for SOL shareholders Deliver accretion to Net Cash Flow from Investments (on a per share basis) Portfolio rebalancing Increase exposure to high quality assets Further financial flexibility Capitalise on structural tailwinds of ecommerce growth (through Industrial Property Portfolio), undersupply in housing (Building Products Business) and normalisation in interest rates Increase portfolio weighting towards private markets and property, further diversifying portfolio Create further opportunities for new investments 9 For personal use only
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Implied premium Benefits to Brickworks’ shareholders The Proposed Merger presents compelling benefits for BKW shareholders Receive an implied value of $30.28 per BKW share, representing a premium of 10.1% to the closing price, a 11.9% premium to 1-month VWAP, and a 21.9% premium to 3-month VWAP (based on market close as at 30 May 2025) Receive 16.6% premium to post-tax NAV of $25.971 Value creation Diverse portfolio Consistent dividends Gain direct access to a more diverse portfolio of combined assets delivering cyclical protection and a strong cash flow generation profile Generate post-tax NAV accretion (on a per share basis) for BKW shareholders Deliver cash flow accretion (on a per share basis) Ongoing dividend stability, continuing Brickworks’ consistent payment of dividends over the past 48 years Soul Patts having consistently paid a dividend every year since inception in 1903 and has had 24 years of consecutive ordinary dividend growth 101. As at 31 Jan 2025 For personal use only
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BKW shareholders will receive an implied premium The implied value represents strong premia for a merger of this nature 11 Implied value received: $30.281 Source: IRESS 1. As at 30 May 2025 10.1% $27.51 Last close 11.9% $27.07 1M VWAP 21.9% $24.84 3M VWAP 20.1% $25.22 6M VWAP 16.6% $25.97 Post-tax NAV For personal use only
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Consistent dividend and returns outperformance BKW shareholders will gain exposure to Soul Patts’ history of dividend and portfolio growth 12 Continued dividend growth Consistent long-term outperformance Since 2000, ordinary dividend has increased at a 9.8% CAGR excluding 105 cps in special dividends An investment in SOL returned 3.01x the All Ordinaries Accumulation Index over the past 25 years1 Final dividend (cps) Interim dividend (cps) 4.5 0 6.5 5 1 8 6 2 10 7 3 12 8 4 15 10 5 16 11 6 17 11.5 7 18 12 8 19 13 9 20 14 10 25 15 11 27 17 12 28 18 13 29 19 14 30 20 15 31 21 16 32 22 17 33 23 18 34 24 6 35 25 20 36 26 21 43 29 19 51 36 23 55 40 24 44 2522 Source: Bloomberg 1. 30 May 00 to 30 May 25 2,055% 682% 2000 2005 2010 2015 2020 2025 All Ords Accumulation Index SOL For personal use only
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13 TopCo to be governed by one Board and Executive Team with consistent corporate governance and capital allocation strategies Newly capitalised ASX-listed company to merge both Soul Patts and Brickworks Removal of the cross-shareholding will simplify the corporate structure, support additional shareholder liquidity and significantly expand free float Strong balance sheet to fund growth and new investment opportunities Recap A transformational merger that mutually benefits both sets of shareholders Transformational merger that mutually benefits both sets of shareholders For personal use only
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I. Appendix 14 For personal use only
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A diversified investment house that is unique in Australia Our aim is to grow shareholder wealth through a diversified range of investments that perform throughout market cycles. • 200+ actively managed investments • Targeting high quality risk-adjusted returns • 122 years of consistent dividend payments • Consecutive dividend increases since 2000 • 25-year Total Shareholder Return of 13.0% p.a. • ASX top 50 by market capitalisation $12.1b Strategic Large Caps CreditPrivate Equity Emerging Companies Property $5.7b $2.2b $1.7 b $1.0 b$1.2 b $0.2 b Total Portfolio Net Asset Value (pre-tax) 1 151. Total Portfolio Net Asset Value (pre-tax) also includes Net Working Capital valued at $0.1billion For personal use only
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16 Brickworks is an ASX-listed conglomerate and one of Australia’s largest and most trusted brick manufacturers 48 years 11.2%1 ASX top 200 of constant dividend payments Total Shareholder Return per annum for the last 25 years Company by market capitalisation Brickworks has a diversified corporate structure that comprises of four divisions – Building Products Australia, Building Products North America, Property and Investments Since listing in 1962, Brickworks comprises a diversified portfolio of attractive assets, that has delivered stability of earnings and long-term growth. Building Products Australia Leading manufacturer and distributor of building products across all Australian states Comprises of 19 operating manufacturing sites and a vast network of company-owned design centres, studios and resellers across the country The portfolio includes key brands such as Austral Bricks, Austral Masonry and Bristile Roofing Building Products North America Leading brickmaker in Midwest, Northeast and Mid- Atlantic regions of the USA Comprises of 8 currently operating brick manufacturing sites, complemented by company- operated distribution outlets, design studios and an extensive reseller network Property Consists of holdings in two Joint Venture Property Trusts with Goodman Group – Industrial JV Trust and Brickworks Manufacturing Trust The Industrial JV Trust aims to develop surplus operational land into industrial property and benefit from annuity style income from developed assets The Brickworks Manufacturing Trust comprises a portfolio of 13 manufacturing plants tenanted by Brickworks’ Australian Building Products businesses Investments Consists of a 25.7% interest in Soul Patts (ASX:SOL), a diversified investment house, and a 12.9% interest in FBR (ASX:FBR), a robotics company developing an automated bricklayer Segment overview 1. Total shareholder return to 31 Jan 2025, assuming dividends re-invested For personal use only
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SoulPatts.com.au | www.brickworks.com.au Disclaimer This document has been prepared by Washington H. Soul Pattinson (‘WHSP’) and Brickworks Limited (‘BKW’) each in respect of information about it. All information contained in this document (including this notice) (‘Information’) is confidential. By receiving the Information you are deemed to agree that you will hold the Information in strict confidence, and keep it secret, and not reproduce, disclose or distribute the Information to any third party or publish the Information for any purpose. Except as required by law, no representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the Information, opinions and conclusions, or as to the reasonableness of any assumption contained in this document. By receiving this document and to the extent permitted by law, you release WHSP, BKW and their respective officers, employees, shareholders, advisers, agents and associates from any liability (including, without limitation, in respect of direct, indirect or consequential loss or damage or loss or damage arising by negligence) arising as a result of the reliance by you or any other person on anything contained in or omitted from this document. Any forward looking statements included in the Information involve subjective judgment and analysis and are subject to significant uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to, WHSP, BKW and their respective officers, employees, shareholders, advisors, agents or associates. Actual future events may vary materially from any forward looking statements and the assumptions on which those statements are based. Given these uncertainties, you are cautioned to not place undue reliance on any such forward looking statements. The financial information included in this document has not been audited, and WHSP do not make any warranty, representation or guarantee that any forward looking statements are correct or based on reasonable assumptions. No responsibility is accepted by WHSP, BKW or any of their respective officers, employees, shareholders, advisers, agents or associates, nor any other person, for any of the Information or for any action taken by you on the basis of the Information. As a condition of accepting and receiving the Information you agree to release each of WHSP, BKW and their respective officers, employees, shareholders, advisers, agents or associates and all other persons from any claim which you may otherwise be entitled to make in relation to the Information. This Information does not constitute an offer, invitation, solicitation or recommendation in relation to the subscription, purchase or sale of units or other securities in any jurisdiction and neither this document nor anything in it shall form the basis of any contract or commitment or obligation to enter into any agreement. This document does not constitute investment, legal, taxation or other advice and the document does not take into account your investment objectives, financial situation nor particular needs. You are responsible for forming your own opinions and conclusions on such matters and should make your own independent assessment of the Information and seek independent professional advice in relation to the Information and any action taken on the basis of the Information. 17 For personal use only